SEC Form 4 · accession 0001209191-18-002054
Vanda Pharmaceuticals Inc. · VNDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard L. Gulino
Officer — SVP, General Counsel & Sec.
Period of report
Jan 2, 2018
Accepted (ET)
Jan 4, 2018 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001347178
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jan 2, 2018 | M | 12,500 | — | A | 76,600 | D | |
| Common StockF2,F3 | Jan 2, 2018 | M | 7,500 | — | A | 99,100 | D | |
| Common StockF6 | Jan 2, 2018 | S | 10,367 | $15.1987 | D | 88,733 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F7,F8 | — | Jan 2, 2018 | M | 12,500 | D | — | — | Common Stock | 12,500 | 25,000 | D |
| Restricted Stock UnitF2,F7,F8 | — | Jan 2, 2018 | M | 7,500 | D | — | — | Common Stock | 7,500 | 15,000 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") was previously reported on Table II on a Form 4 filed with the Securities and Exchange Commission ("SEC") on September 15, 2015.
- F2Each RSU represents a contingent right to receive a share of the Issuer's Common Stock.
- F3Starting with the January 2, 2018 vesting of the RSUs, the Issuer's method of reporting RSUs has been revised to report such grants in Table I rather than as previously reported in Table II. Accordingly, the share numbers reported in Column 5 of Table I includes unvested RSUs previously reported in Table II.
- F4Each RSU was previously reported on Table II on a Form 4 filed with the SEC on February 17, 2016.
- F5Represents shares of the Issuer's common stock sold to satisfy tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs as reflected in this Form 4. Such sale was executed pursuant to an irrevocable election made by the Reporting Person during an open trading window under a program approved by the Compensation Committee of the Issuer's Board of Directors.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.15 to $15.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6) to this Form 4.
- F7The RSUs vest in four (4) equal annual installments beginning January 1, 2017, provided Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.
- F8Not Applicable.